XML 51 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Stock
12 Months Ended
Sep. 30, 2014
Capital Stock  
Capital Stock

 

12. Capital Stock

        Description of Capital Stock—At September 30, 2014 and 2013, the Company had two authorized classes of stock: Common Stock and Preferred Stock, each with a par value of $0.01 per share.

        Stock Option Plans—During the year ended September 30, 1998, the Company's Board of Directors adopted the 1998 Stock Incentive Plan. This plan provided for granting options to purchase Common Stock to executives, employees and consultants of the Company and its subsidiaries. Grants under this plan vested over a period of two to four years and expire no later than the tenth anniversary of the date of grant. In aggregate, 1,050,000 shares of Common Stock were reserved for issuance under this plan. As of September 30, 2014, options to purchase 32,500 shares of Common Stock were issued, outstanding and exercisable under this plan.

        During the year ended September 30, 1998, the Company's Board of Directors adopted the 1998 Non-Employee Director Stock Option Plan. This plan provided for granting options to purchase Common Stock to non-employee directors of the Company. Grants under this plan vested over a period of three years and expire no later than the tenth anniversary of the date of grant. In aggregate, 150,000 shares of Common Stock were reserved for issuance under this plan. As of September 30, 2014, there were no shares of Common Stock issued, outstanding and exercisable under this plan.

        On September 30, 2005, the Company terminated the 1998 Stock Incentive Plan and the 1998 Non-Employee Director Stock Option Plan. After September 30, 2005, no new awards of any kind will be granted under any of these plans. However, the termination of these plans did not have any effect on outstanding options. Outstanding, vested options may be exercised any time prior to the expiration date of such award to the same extent such award would have been exercisable had the plans not been terminated.

        On January 28, 2013, stockholders approved the Nutraceutical International Corporation 2013 Long-Term Equity Incentive Plan (the "2013 Plan") and the reservation of 800,000 shares of the Company's common stock for issuance under the 2013 Plan. Equity awards available under the 2013 Plan include stock options, stock appreciation rights and restricted stock awards. The 2013 Plan provides a means through which the Company may attract and retain key personnel, including non-executive directors, and provide a means for directors, officers, employees, consultants and advisors to acquire and maintain an equity interest in the Company. The 2013 Plan will be administered by the Compensation Committee of the Board of Directors of the Company, which has the authority to determine the terms of the awards, determine the number of shares of the Company's common stock to be covered by the awards and make such other determinations as necessary in administering the 2013 Plan. The 2013 Plan will terminate on the tenth anniversary of its effective date. In conjunction with the Company's fiscal 2013 incentive compensation (bonus) payments, 31,788 shares of the Company's common stock were issued. These non-cash stock awards were granted on December 11, 2013 at a fair value of $775, with fair value being determined by the closing price of the Company's common stock on the grant date. These stock awards were registered, unrestricted and fully vested on the grant date. As of September 30, 2014, 768,212 shares of the Company's common stock are available for issuance under the 2013 Plan.

        As of September 30, 2014, options to purchase an aggregate 32,500 shares of Common Stock were issued, outstanding and exercisable. The following table sets forth option activity under the 1998 Stock Incentive Plan and the 1998 Non-Employee Director Stock Option Plan for the years ended September 30, 2012, 2013 and 2014:

                                                                                                                                                                                    

 

 

Number of
Options

 

Average Price
Per Share

 

Aggregate
Option Price

 

Outstanding at October 1, 2011

 

 

302,300

 

$

10.84

 

$

3,276

 

Exercised

 

 

(84,300

)

 

6.12

 

 

(516

)

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2012

 

 

218,000

 

 

12.66

 

 

2,760

 

Exercised

 

 

(175,500

)

 

12.44

 

 

(2,183

)

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2013

 

 

42,500

 

 

13.59

 

 

577

 

Exercised

 

 

(10,000

)

 

11.53

 

 

(115

)

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2014

 

 

32,500

 

 

14.22

 

$

462

 

 

 

 

 

 

 

 

 

 

        Options granted were issued at exercise prices that represented the quoted market price of Common Stock at the respective grant dates. For the year ended September 30, 2012, options to purchase 26,250 shares of common stock were excluded from the computation of diluted earnings per share because the exercise prices of these stock options were greater than the average share price of the Company's common stock and, therefore, the effect would have been antidilutive.

        The following table sets forth data related to exercise prices and lives for all issued, outstanding and exercisable options under the 1998 Stock Incentive Plan as of September 30, 2014:

                                                                                                                                                                                    

 

 

September 30, 2014

 

 

 

Options Outstanding

 

Options Exercisable

 

Exercise Price

 

Shares

 

Weighted - Average
Exercise Price

 

Shares

 

Weighted - Average
Exercise Price

 

$14.22

 

 

 

 

 

 

 

 

 

 

 

 

 

(Avg. life: 1.0 year)

 

 

32,500 

 

$

14.22 

 

 

32,500 

 

$

14.22 

 

 

 

 

 

 

 

 

 

 

 

 

 

        At September 30, 2014, the aggregate intrinsic value of stock options outstanding and exercisable was $217. The intrinsic value is the amount by which the market value of the underlying common stock exceeds the exercise price of the respective stock option.

        During the years ended September 30, 2014, 2013 and 2012, the Company received proceeds of $115, $2,183 and $516, respectively, related to the exercise of stock options and optionees realized aggregate pre-tax gains of $133, $1,173 and $590, respectively, from these stock option exercises.

        Share Purchase Program—Prior to fiscal 2014, the Company's Board of Directors approved a share purchase program authorizing the Company to buy up to 4,500,000 shares of Common Stock of the Company. During fiscal 2014, the Company purchased 210,841 shares at an aggregate price of $5,067. During fiscal 2013, the Company purchased 184,020 shares at an aggregate price of $3,110. During fiscal 2012, the Company purchased 417,136 shares at an aggregate price of $5,563. All shares of Common Stock held in treasury were retired prior to September 30 in the respective fiscal year of purchase except at September 30, 2014 and 2013 the Company held 1,000 and 300 shares of Common Stock in treasury, respectively. As of September 30, 2014, the Company was permitted to purchase up to 732,024 additional shares under its approved share purchase program. The shares available for repurchase at September 30, 2014 have no expiration date. The Company accounts for treasury shares using the cost method.

        Direct Stock Purchase Plan—In October 2007, the Company registered a direct stock purchase plan with the Securities and Exchange Commission. The purpose of this direct stock purchase plan is to provide a convenient way for existing stockholders, as well as new investors, to purchase shares of the Company's Common Stock. A total of 1,500,000 shares of the Company's Common Stock were registered under the plan with 3,770 and 11,677 shares purchased for the years ended September 30, 2014 and 2013, respectively. As of September 30, 2014, there were 1,381,735 shares of common stock available for purchase under this plan.